Yves de Balmann
Director at CEG
Board
About Yves de Balmann
Independent director since February 2022; age 78. Executive Partner at Bridge Growth Partners (private equity) since 2019; previously Co‑Chairman of Bregal Investments, and Vice‑Chairman of Bankers Trust, later Co‑Head of Deutsche Bank’s Global Investment Bank and Co‑CEO of Deutsche Banc Alex Brown (1999–2001). Prior board service includes Exelon Corporation (2012–2022), Laureate Education, ESI Group, and non‑executive chairman of Conversant IP Management, bringing deep finance, risk, M&A, and power sector oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Bank / Deutsche Banc Alex Brown | Co‑Head Global Investment Bank; Co‑Chairman & Co‑CEO | 1999–2001 | Led global IB; capital markets and risk oversight |
| Bankers Trust Corporation | Vice‑Chairman; Head of Global Investment Banking | Pre‑1999 | Managed global IB until merger with Deutsche Bank |
| Bregal Investments LP | Co‑Chairman | 2002–2012 | Private equity governance/strategy |
| Conversant IP Management | Non‑Executive Chairman | n/a | IP monetization oversight |
| Exelon Corporation | Director | 2012–2022 | Utility and nuclear oversight; separation context for CEG |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bridge Growth Partners | Executive Partner | 2019–present | Private equity; technology/industrial focus |
| Laureate Education (NASDAQ) | Director (past) | n/a | Prior public company board |
| ESI Group (Euronext Paris) | Director (past) | n/a | Virtual prototyping software |
| Current public company boards | None | — | No current public boards declared |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Corporate Governance Committee .
- Independence: Board and all standing committees comprised entirely of independent directors (excluding CEO on Board); non‑employee directors affirmatively determined independent under Nasdaq and SEC standards .
- Attendance: Board held six meetings in 2024; committee meetings across Audit & Risk (5), Compensation (4), Corporate Governance (4), Nuclear Oversight (4). Board and committee attendance was 100% in 2024; each director attended >75% of meetings .
- Executive sessions: Regular sessions of independent directors without management; Lead Independent Director framework when Chair is not independent .
- Board refresh/declassification: Board in process of declassification; all directors to stand for annual one‑year terms beginning 2026 .
- Shareholder engagement: Outreach to holders of >50% of outstanding shares; engagement with ~25% of outstanding shares, feedback generally supportive on compensation and governance .
- Director retirement policy: Mandatory resignation tender at/after age 80 (Board discretion to extend) .
- Outside board service limit: Max 3 other public boards (CEO limit of one) .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non‑employee director retainer |
| Committee chair fee (Compensation) | $20,000 | Compensation Committee chair fee |
| All other compensation (perqs) | $18,448 | Primarily corporate aircraft personal use incremental cost |
| Total cash (fees earned) | $145,000 | Fees earned in cash |
| Total 2024 director compensation | $333,448 | Cash + equity + perqs |
Program features for directors:
- No meeting fees; fees paid quarterly in arrears; ability to defer cash via Director Deferred Compensation Plan .
- Director ownership guideline: 5x annual cash retainer within five years; DSUs and common shares count toward compliance .
Performance Compensation
| Equity element | FY 2024 Grant Value | Structure | Vesting / Mechanics |
|---|---|---|---|
| Deferred Stock Units (DSUs) | $170,000 | Quarterly DSUs credited at quarterly dividend dates; dividend equivalents reinvested | Distributed in shares in lump sum or installments at age 65/72 or board departure (director election) |
2025 change: Beginning in 2025, non‑employee director equity granted annually in advance; option to defer (as DSUs) or receive RSUs that vest after one year to align with market practice .
Compensation Committee‑oversight metrics (executive pay programs chaired by de Balmann):
- Annual Incentive Plan (AIP) metrics and weights (2024): Operating net income 70%; customer satisfaction 10%; fleetwide capacity factor 10%; dispatch match 7%; renewable energy capture 3%. AIP payout approved at 168.85% of target for NEOs (formulaic, no discretion) .
- Long‑Term Incentive PShares (2024–2026): Metrics are Free Cash Flow before Growth (adjusted), relative TSR vs custom peer group, with negative modifier based on credit ratings; targets set at inception, disclosed after cycle completion .
- Prior cycle outcome: 2022–2024 PShares paid at 200% of target to NEOs per approved performance scale .
| Executive AIP Outcome (2024) | Target ($) | Performance Factor | Actual Award ($) |
|---|---|---|---|
| CEO (Dominguez) | $2,050,830 | 168.85% | $3,462,826 |
| CFO (Eggers) | $694,239 | 168.85% | $1,172,223 |
Governance controls:
- Independent consultant (Meridian) to the Compensation Committee; assessed as independent with no conflicts; no services to management in 2024 .
- Clawbacks: SEC/Nasdaq‑compliant recoupment for Section 16 officers (3‑year lookback on restatements) plus broader discretionary clawback policy for misconduct or reputational harm .
- Prohibition on hedging, short sales, derivatives, or pledging of company stock for directors and employees .
Other Directorships & Interlocks
| Company | Current Role | Interlock / Committee Notes |
|---|---|---|
| None | — | No current public boards; reduces external interlock risk |
| Exelon Corporation | Former Director (2012–2022) | Prior parent of Constellation; provides sector expertise |
| Laureate Education | Former Director | Education sector exposure |
| ESI Group (Euronext Paris) | Former Director | Technology/software exposure |
| Conversant IP Management | Former Non‑Exec Chair | IP monetization oversight |
Compensation Committee interlocks: None; no executive officer served on boards where their executives served on CEG’s Compensation Committee; no relationships requiring disclosure .
Expertise & Qualifications
- Finance leadership (global investment banking), risk management, strategic investments, M&A .
- Power generation and utility board oversight via Exelon/Constellation experience .
- Governance acumen as Compensation Chair and Corporate Governance Committee member .
Equity Ownership
| Category | Amount | As‑of Date | Notes |
|---|---|---|---|
| Beneficial ownership (direct/indirect) | 100,495 shares | March 1, 2025 | Includes DSUs and other qualifying holdings per footnote (1) |
| Deferred Stock Units (DSUs) balance | 99,656 units | December 31, 2024 | Includes dividend equivalents; legacy CEG DSUs settle 1:1 in cash for de Balmann and Lawless |
| Ownership vs outstanding | <1% of shares | March 1, 2025 | Directors/officers as a group hold <1% of outstanding shares |
| Pledging/Hedging | Prohibited | Policy | No hedging/pledging permitted by insider trading policy |
| Ownership guideline | 5x cash retainer | Policy | DSUs/common count; 5‑year window to comply |
Insider Trades
| Filing Date | Trade Date | Transaction Type | Shares | Price | Post‑Transaction Direct Holdings | Source |
|---|---|---|---|---|---|---|
| 2025‑05‑01 | 2025‑04‑29 | Stock Award (RSU/DSU grant) | 993 | $226.45 | 101,672 | |
| 2024‑05‑10 | 2022‑11‑09 | Purchase | 79 | $87.63 | 49,418 (indirect) | |
| 2024‑05‑10 | 2023‑01‑20 | Sale | 79 | $82.24 | 49,418 (indirect) | |
| 2025‑05‑01 | 2025‑04‑29 | Filing detail note (dividend reinvestment) | ~91 | n/a | n/a |
Governance Assessment
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Strengths:
- Seasoned financial and M&A leader as Compensation Chair; robust governance infrastructure with independent committee membership, independent consultant, clawbacks, and prohibition on hedging/pledging .
- Full attendance and active committee schedule; transparent shareholder engagement and declassification path to annual elections in 2026, improving accountability .
- Director ownership program (5x retainer) and meaningful DSU balance; equity‑heavy director pay aligns incentives to long‑term value .
-
Potential risks / RED FLAGS to monitor:
- Personal aircraft perquisite for directors (including de Balmann) may draw scrutiny from some investors despite modest dollar amounts .
- Private equity role at Bridge Growth Partners: monitor for related‑party transactions or portfolio conflicts; none identified in 2024 and related‑party policy overseen by Corporate Governance Committee .
- Age 78 under an 80‑year mandatory retirement policy—succession/continuity risk if near‑term departure; Board can extend at its discretion .
-
Alignment signals:
- Company TSR substantially outperformed S&P 500 and peer averages since 2022 separation; AIP/PShares metrics emphasize operating earnings, FCF, relative TSR, and credit discipline—consistent with shareholder value orientation under his committee’s oversight .
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No adverse indicators:
- No compensation committee interlocks; no related‑person transactions in 2024; committees self‑evaluated as effective .